ZASH TECHNOLOGIES LIMITED STANDARD TERMS AND CONDITIONS

The definitions and rules of interpretation in this clause apply in the Contract:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity;

‍“Applicable Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK, and the EU where applicable, including, where applicable, the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 (“DPA”) (and regulations made thereunder) or any successor legislation, and the UK GDPR (which has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications;

“Authorised Users” means those employees of the Customer who are authorised by the Customer to use the Services, the permitted number of which is two (2) unless otherwise set out in the Order or on the Supplier Platform or as otherwise agreed by the Supplier in writing;

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;“Conditions” means these terms and conditions as amended from time to time in accordance with clause 18 or clause 19;

“Contract” means the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions;

“Customer” means the entity who purchases or otherwise receives Services from the Supplier;

“Customer Data” means any data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf, for the purpose of using the Services or facilitating the Customer's use of the Service;

“Confidential Information” means all correspondence, conversations, information or data (whether oral, visual, recorded in writing, in any other medium or by any other method) disclosed to or obtained by one Party from the other or from a third party, including any information relating to a Party’s operations, processes, plans, intentions, price lists, pricing structures, know-how, design rights, trade secrets, software, market opportunities, customers, business affairs, personal and family affairs, the Contract or information which the Parties knew or ought reasonably to have known to be confidential (whether or not marked as confidential);

“Data” means data which the Supplier provides, directly or indirectly, to the Customer as part of a Service;

“Derived Data” means data of any kind resulting directly or indirectly from the manipulation, derivation, calculation or analysis of Data (whether generated by human or machine) whether alone or in conjunction with other data, regardless of whether or not the Data is in any way identifiable from or within such data by any means;

“Fees” means the sums payable for the Services as set out in the Order Form or on the Supplier Platform or as otherwise notified by the Supplier to the Customer;

“Free Services” means any Services which are provided free of charge;

“Initial Subscription Term” has the meaning given in the Order or on the Supplier Platform for the applicable subscription or product

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Marks” means any trade marks, trade names, service marks, trade dress, logos, URLs and domain names, any identifying slogans and symbols, or any abbreviation, contraction or simulation of any of such, in each case whether or not registered;

‍“Normal Business Hours” means 9.00 am to 5.00 pm local UK time, each Business Day;

‍“Order” means the Customer's order for Services as set out in the Order Form;

“Order Form” means any order form for Services (including but not limited to any order form completed by the Customer via the internet, the Supplier Platform or any other software or platform);

“Paid Services” means any Services for which Fees are paid or payable;

“Renewal Term” has the meaning given in the Order or on the Supplier Platform for theapplicable subscription or product, or if no renewal term is specified, 12months;

“Services” means the services provided by the Supplier to the Customer pursuant to the Order (including services which are incidental or ancillary to such) and includes any Software and the Supplier Platform provided in connection with the Services;“Start Date” means the start date specified in the Order Form, or if no date is specified, the Commencement Date;“Software” means the software applications provided via the Supplier Platform as part of the Services;

“Supplier” means Zash Technologies Limited incorporated and registered in Scotland with company number 13119277 whose registered office is at Gemma House, 39, Lilestone Street, London, England, NW8 8SS

;“Supplier Platform” means the Supplier website at www.zash.sh (and any applicable subdomain) any platform theSupplier uses to provide the Services to the Customer, including any data service providedby the Supplier which, once configured, enables the Customer to connect to the Services

“Term” has the meaning given in clause 2.6;

‍“Third Party Agreement” means an agreement between Customer and a third party with respect to the provision by that third party of Third Party Data and/or the delivery of any Service and/or related services;

‍“Third Party Data” means that part of the Data which is provided by a Third Party Data Provider;

‍“Third Party Data Provider” means a third party whose data is used within the Data for onward provision to the Customer;

‍“Usage Limits” means any limits or parameters on the authorised use of the Services specified in the Order Form or on the Supplier Platform for the applicable subscription;

‍“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; 

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

Section, clause, schedule and paragraph headings shall not affect the interpretation of the Contract.

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.

If there is any inconsistency between the provisions of the Order and these Conditions, these Conditions shall prevail.

The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

The Order shall only be deemed to be accepted when the Supplier issues written acceptance (including by email) of the Order at which point and on which date the Contract shall come into existence (Commencement Date). The Contract and provision of theServices shall be governed by and subject to these Conditions.  The Customer agrees that by placing the Orderand/or using the Services it accepts and agrees to comply with these Conditions.

Any samples, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's brochures or materials (in any medium), are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

Any quotation given by the Supplier shall not constitute an offer.

The Services shall commence from the Start Date and shall continue:-

a) in respect of Free Services, thereafter unless and until terminated in accordance with the Contract; or

b) in respect of Paid Services, unless terminated earlier in accordance with the Contract, for the Initial Subscription Term. Upon expiry of the Initial Subscription Term, the Contract will be automatically renewed for further successive Renewal Terms unless either Party notifies the other Party in writing of its intention not to renew the Contract at least thirty (30) days prior to the end of the then-current Initial Subscription Term or Renewal Term (as applicable),(in each case, the “Term”).

Subject to the Customer paying any Fees in respect of the Services and acting at all times in accordance with the Contract, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during Term.

In relation to the use of the Services, the Customer undertakes that:

a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number that has been agreed with the Supplier. For the avoidance of doubt, the maximum number of Authorised Users applies per Customer, and the Customer shall not be permitted to submit additional Orders for Free Services in order to increase its number of permitted Authorised Users. In the event the Supplier reasonably believes any such activity to have taken place then the Customer shall automatically be deemed to have used the Services outside of the Usage Limits and the Customer shall pay all applicable Fees for usage of the Service outside of the Usage Limits within 10 Business Days of demand;

b) each Authorised User shall keep a secure password for his use of the Services, that such password shall be changed no less frequently than every 3 months and that each Authorised User shall keep his password confidential;

c) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times;

d) it shall permit the Supplier or the Supplier’s designated auditor to audit the Services to establish compliance with the Contract and if any of the audits:
  
   I) reveal that any password has been provided to any individual who is not an Authorised   User, then without prejudice to the Supplier’s other rights, the Supplier shall promptly    disable such passwords and the Supplier shall not issue any new passwords to any such     individual; or
  II) reveal that the Customer has underpaid Fees to the Supplier, then without prejudice to     the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such.    underpayment as calculated in accordance with the prices set out in the Contract or as    agreed between the Supplier and the Customer within 10 Business Days of the date of the     relevant audit.

The Customer undertakes to only use the Services in accordance with the Usage Limits. In the event the Supplier consents in writing to any use of the Services outside of the Usage Limits, the Customer shall pay all applicable Fees for usage of the Service outside of the Usage Limits within 10 Business Days of demand.

The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

b) facilitates illegal activity;

c) depicts sexually explicit images;

d) promotes unlawful violence;

e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
‍
f) is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

In connection with the Services the Customer shall not (or allow any person or entity (whether with or without consideration):

a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract:

   I) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish,    download, display, transmit, or distribute all or any portion of the Services or the Data in any    form or media or by any means; or
  
  II) attempt to de-compile, reverse compile, disassemble, reverse engineer, or attempt to    derive the architecture or design, or any source code or otherwise reduce to human-   
   perceivable form all or any part of the Services; or

b) make any copies of the Services or any part thereof;

c) allow any third parties to use or access the Services;

d) render any services to third parties using the Services;

e) access all or any part of the Services in order to build a product or service which competes with the Services;

f) sublicense, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users;

g) remove or in any manner alter any product identification, proprietary, trademark, copyright or other notices contained in the Services;

h) introduce or permit the introduction of, any Virus or Vulnerability into the Supplier’s network and information systems.

The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any breach by the Customer of clause 3.5.

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.

The rights provided under this Clause 3 are granted to the Customer only, and shall not be considered granted to any Affiliate of the Customer.

If Customer’s access to and use of a Service requires the Customer to enter into a Third Party Agreement, the Supplier’s obligation to provide the relevant Service shall be subject to the Customer entering into, remaining in compliance with and continuing to have in place, such Third Party Agreement.

If the Customer wishes to increase the number of Authorised Users or change the Usage Limits, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request and respond to the Customer with approval or rejection of the request and any additional fees payable.

This clause shall apply only to Paid Services, and not to any Free Services.

The Supplier shall use commercially reasonable endeavours to make the Services available during the Term for 24 hours a day, seven days a week and will endeavour to achieve a 95% uptime, except for:

a) planned maintenance carried out during the maintenance window of 9.00 pm to 7.00 am UK time;

b) unscheduled maintenance performed on a day which is not a on Business Day or between 6.00 pm and 8.00 am on a Business Day, provided that the Supplier has used reasonable endeavours to give the Customer at least 4 hours’ notice in advance; and

c) where there are outage issues for blockchains, or delays or failures by node providers, third party APIs, Third Party Data Providers and other third party systems, data, platforms and inputs on which the Services rely, or missing collection metadata.

The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data.

In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain liable).

The Supplier shall, in providing the Services, comply with its privacy policy relating to the privacy and security of the Customer, as such document may be amended from time to time by the Supplier in its sole discretion.

Both parties will comply with all applicable requirements of the Applicable Data Protection Legislation.

The Customer hereby grants to the Supplier a royalty-free, non-exclusive licence to use, copy and modify any Customer Data on an anonymised basis for any purpose whatsoever.

The Customer acknowledges that the Services may enable or assist it to access the website content of and correspond with third parties via third-party websites, and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third-party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third-party, and not the Supplier. The Supplier recommends that the Customer refers to the third-party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

Clauses 9.2 and 9.3 shall apply only to Paid Services, and not to any Free Services. The Supplier provides no warranties or undertakings in respect of Free Services.

The Supplier will perform the Services in accordance with the Contract with reasonable skill and care.

Clause 9.2 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with Clause 9.2, the Supplier will, at its expense, use reasonable commercial endeavours to (a) correct any such non-conformance promptly, or (b) provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of Clause 9.2.

Notwithstanding the foregoing:

a) the Services are provided to the Customer on an “as is” and “as available” basis and the Supplier does not warrant that the Customer’s use of the Services will be uninterrupted, or that the Data will be accurate, complete or error-free;

b) the Supplier does not warrant that the Services and/or the information obtained by the Customer through any use of such will be fit for the Customer’s requirements;

c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract;

d) the Customer is solely responsible for any losses suffered by it or any third party resulting from its or any third party’s reliance on the Data, including where the use of such Data results in an error in Derived Data or any other data used or generated by the Customer;

e) the Supplier is not responsible or liable for any delays, delivery failures, data coverage or data quality gaps, or any other loss or damage resulting from (i) the transfer of data over communications networks and facilities, including the internet, (ii) outage issues for blockchains, (iii) delays or failures by node providers, third party APIs, Third party Data Providers and other third party systems, data, platforms and inputs on which the Services rely, or (iv) missing collection metadata, and in the case of each of (i)-(iv) the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such;

f) the Customer assumes sole responsibility for the configuration of the Services. The Supplier shall have no liability for any damage or non-conformance of the Services caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer, any actions taken by the Supplier at the Customer’s direction, any action or omission of the Customer, or a change to the Customer’s or a third-party’s systems or platform;

g) the Supplier shall not be liable for any delay or failure to provide the Services as a result of the Customer’s failure to have in place, or be in compliance with, an applicable Third Party Agreement; and

h) the Supplier disclaims any and all responsibility in respect of, and liability for, Third Party Data and any Derived Data, and the Customer’s use of such.

The Supplier assumes no responsibility in relation to third parties and the Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any third party who uses in any way or is in receipt of (whether directly or indirectly) the Services, the Data or any Derived Data (or any information contained therein) from the Customer.

The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.

The Contract shall not prevent the Supplier from entering into similar agreements with third-parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.

The Supplier reserves the right to alter the Services in its sole discretion. In respect of Paid Services, the Supplier may make minor and/or technical changes without notice but will give the Customer as much notice of material changes as is reasonably practicable in the circumstances. If the Customer is not satisfied with such material changes, the Customer may terminate the relevant Contract on the date on which such revision would have become effective by giving written notice to the Supplier at least 30 days prior to the effective date of the revision.

The Customer shall:

a) in a timely and efficient manner, provide the Supplier with:

   I) all necessary co-operation in relation to the Contract; and

  II) all necessary access to such information, software, hardware or premises as may be    required by the Supplier;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

b) without affecting its other obligations under the Contract, comply with all applicable laws (including anti-corruption and anti-bribery laws) and regulations;

c) carry out all Customer responsibilities set out in the Contract (including any additional responsibilities of the Customer as set out in the Order or on the Supplier Platform) in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

d) ensure that the Authorised Users use the Services in accordance with the Contract and be responsible for any Authorised User’s breach of the Contract;

e) ensure that the Authorised Users are provided with and agree to any Supplier terms and conditions and Customer Data being held in accordance with the Supplier privacy policy;

f) obtain and shall maintain all necessary licences, consents (including, but not limited to, the consent (if required) of the Authorised Users), permissions and access necessary for the Supplier, its contractors and agents to perform their obligations under the Contract;

g) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time;

h) be solely responsible for ensuring that the Services are fit for the Customer’s purpose and meet the needs of the Customer; and

i) be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for (A) procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, (B) maintaining adequate security protection on any remote connection as well as its systems, devices and hardware that directly or indirectly connect to the Services, (C) installing and maintaining any hardware, software, or other equipment necessary to establish and maintain any remote connection and (D) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

The Customer shall pay the Fees for the Services in accordance with this clause 11.

The Customer shall prior to the Commencement Date provide to the Supplier approved purchase order information acceptable to the Supplier and, if required by the Supplier, any other relevant valid, up-to-date and complete contact, bank account and billing details necessary to set up a valid direct debit in respect of the Fees.

The Customer shall be invoiced:-

a) on or prior to the Commencement Date pro rata in respect of the month during which the Services commence, payable immediately (and in any event by the Commencement Date), and shall provide proof of funds transferred to the Supplier upon request; and

b) thereafter in advance on the 1^st day of every month, payable within 30 days, and shall provide proof of funds transferred to the Supplier upon request.

If the Supplier has not received payment on the due date, and without prejudice to any other rights and remedies of the Supplier:

a) the Supplier may, without liability to the Customer, disable the Customer’s access to all or part of the Services, and the Supplier shall be under no obligation to provide any or all of the Services while the Fees concerned remain unpaid; and

b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

All amounts and fees stated or referred to in the Contract:
‍
a) are non-cancellable and non-refundable;

b) are exclusive of any applicable value added tax or similar sales tax in any jurisdiction, which shall be added to the amount due and payable at the appropriate rate;

c) are payable in full without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, save as may be required by law.

The Supplier shall be entitled to increase the Fees at any time upon giving the Customer at least 30 days’ written notice.

The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services and will retain all rights, title to and ownership in them.  Except as expressly stated herein, the Contract does not grant the Customer any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the Services.  All related concepts, technical how-how and all modifications, customisations, revisions, bug fixes, enhancements, improvements and derivative works thereof developed by the Supplier or anyone else, including as a result of feedback or input from the Customer (collectively, the “Derivative Works”), and including all Intellectual Property Rights therein, shall be owned by the Supplier and the Supplier shall retain all rights, title to and ownership in them.  The Contract does not grant the Customer any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the Derivative Works.  

To the extent required to give effect to clause 12.1, the Customer hereby irrevocably: (i) assigns to the Supplier, whenever and in perpetuity, any right, title and interest, whether now existing or later arising, including by way of present assignment of future rights, that the Customer may have in or to the Services, the Derivative Works and/or related Intellectual Property Rights; and (ii) agrees to take any lawful action, which the Supplier reasonably requests to vest or protect the Customer’s right, title and interest in the Services and any Derivative Works (at the Customer’s sole cost).

The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.

Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under the Contract. A Party’s Confidential Information shall be deemed not to include information that:

a) is or becomes publicly known other than through any act or omission of the receiving Party;

b) was in the other party’s lawful possession before the disclosure.

Subject to Clause 13.4, each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third-party other than its directors, officers, members, employees, agents, managers, professional advisors and consultants for the purposes of the Contract (or, in the case of the Supplier, to its potential investors) or use the other’s Confidential Information for any purpose other than the implementation of the Contract.

Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its officers, employees or agents in violation of the terms of the Contract.

A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 13.4 it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.

The Customer grants to the Supplier a worldwide, royalty-free licence to use the Customer’s Marks (a) in a list of the Supplier's customers in any medium or in any link from the Services to the Customer's website, and (b) in any medium for promotional, marketing, and financial reporting purposes as well as in relation to potential investors. The Customer warrants that it has in place and will maintain all necessary rights or licences in respect of the Customer’s Marks in order for the Supplier to exercise its rights under this clause 13.6.

The above provisions of this Clause 13 shall survive termination of the Contract, however arising.

The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services, provided that:

a) the Customer is given prompt notice of any such claim;

b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

c) the Customer is given sole authority to defend or settle the claim.

Subject to Clause 14.3, the Supplier shall defend, indemnify and hold harmless the Customer against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any claim that the Services infringe any third party Intellectual Property Rights, provided that:

a) the Supplier is given prompt notice of any such claim;

b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and

c) the Supplier is given sole authority to defend or settle the claim.

In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on two (2) Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer under clause 14.2 to the extent that the alleged infringement is based on:

a) a modification of the Services by anyone other than the Supplier; or

b) the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by the Supplier; or

c) the Customer’s use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

The foregoing states the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any Intellectual Property Right.

Nothing in the Contract excludes the liability of a Party for death or personal injury caused by that Party’s negligence, or for fraud or fraudulent misrepresentation.

Nothing in the Contract limits the obligations of the Customer under the Contract in relation to the payment of Fees, or the liability of the Customer under clauses 3.6, 9.5 and 14.1.

Subject to Clause 15.1 and 15.2, neither Party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract.

Subject to Clause 15.1, the Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Contract shall be limited to:-

a) in respect of Paid Services, the total Fees paid or payable by the Customer to the Supplier pursuant to the Contract during the 12 months immediately preceding the date on which the claim arose; or

b) in respect of Free Services, £1,000.

Without affecting any other right or remedy available to it, the Supplier may terminate the Contract for any Free Services for convenience at any time by giving written notice to the Customer.

Without affecting any other right or remedy available to it, the Supplier may terminate the Contract if the Customer fails to pay any amount under the Contract on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment.

Without affecting any other right or remedy available to it, either Party may terminate the Contract with immediate effect by giving written notice to the other Party if:

a) the other Party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or

b) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986, the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events.

The Contract shall automatically terminate on the date of termination of any Third Party Agreement the Customer is required to have in relation to the receipt and use of the applicable Service.

The Supplier reserves the right to suspend the provision of a Service during the investigation of a suspected breach of the Contract by the Customer. However, such suspension shall only be for the course of the investigation and a reasonable period thereafter. If the breach is shown to have occurred, the Supplier may terminate the Contract immediately without further obligation to the Customer.

The Supplier may terminate the Contract immediately if the Supplier is to cease or ceases generally to provide the relevant Service, or any Data ceases to be available to the Supplier for any reason. In such circumstances the Supplier will use all reasonable endeavours to provide the Customer with written notice as soon as reasonably practicable.

On termination of the Contract for any reason:

a) the Customer shall immediately pay all outstanding Fees which are due and payable;

b) all licences granted to the Customer under the Contract shall immediately terminate and the Customer shall immediately cease all use of the Services;

c) each Party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other Party;

d) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with the Contract, unless the Supplier receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request. The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data;

e) the Customer shall upon request expunge from its systems and records all copies of the Data, except to the extent explicitly required for regulatory compliance; and

f) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.

The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, pandemic or epidemic, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of third party providers, suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

Subject to clause 19, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

In respect of Paid Services, the Supplier shall be entitled to make any changes to these Conditions at any time provided that any such changes shall not affect any Contract which commenced prior to the date of the changes.

In respect of Free Services, the Supplier shall be entitled to make any changes to these Conditions at any time, and the relevant Contract shall be subject to the version of these Conditions that is in place from time to time.

No failure or delay by a Party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

If any provision or part-provision of the Contract is deemed deleted under Clause 22.1 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter, including any general terms and conditions applicable to the Supplier’s provision of the Services which may be contained on the Supplier’s website or elsewhere.

Each Party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.

The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

The Supplier may at any time assign, transfer, charge or deal in any other manner with all or any of its rights or obligations under the Contract. The Supplier may subcontract any part of the Contract or the provision of the services.

Nothing in the Contract is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

The Contract does not confer any rights on any person or party (other than the Parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Any notice required to be given under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out in the Contract, or such other address as may have been notified by that Party for such purposes, or sent by email to the other Party’s email address as notified from time to time, or such other address as may have been notified by that Party for such purposes.

A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.

The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of 12 months after the termination of the Contract, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in relation to the receipt or provision of the Services.

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).